EXHIBIT
4.9  AMENDED
AND RESTATED SUBSIDIARY GUARANTY  AMENDED AND
RESTATED SUBSIDIARY GUARANTY (as the same may be amended, supplemented or
otherwise modified from time to time, this Guaranty), dated as of
November 5, 2001, by and among MG (BERMUDA) LTD., a corporation formed under
the laws of Bermuda, META GROUP AUSTRALIA HOLDINGS PTY. LIMITED, an Australia
corporation, META GROUP SINGAPORE PTE LIMITED (f/k/a CENNTINUM PTE LTD.), a
Singapore corporation, and 1422722 ONTARIO INC., a Canadian corporation, and
ABUNDANT STRATEGY SDN. BHD., a Malaysian corporation (each, a Current
Guarantor), such other Persons which from time to time may become party
hereto (each, a New Guarantor, and collectively with the Current
Guarantors, the Guarantors), META GROUP, INC., a Delaware corporation
(the Borrower), and THE BANK OF NEW YORK (the Bank).  RECITALS  A.            Reference is made to the Amended and
Restated Credit Agreement, dated as of the date hereof, by and between the
Borrower and the Bank (as the same may be amended, supplemented or otherwise
modified from time to time, the Credit Agreement).  The Credit Agreement amends and restates
that certain Credit Agreement, dated as of September 18, 2000, between the
Borrower and the Bank (as amended, the Prior Credit Agreement)  B.            Pursuant to the Prior Credit
Agreement, each Current Guarantor and the Borrower executed and delivered to
the Bank a Subsidiary Guaranty, dated as of September 18, 2000 (the Original
Guaranty).  C.            Pursuant to the Credit Agreement, and
as a condition the Banks making of the Loans, issuing Letters of Credit and
making any other extensions of credit under the Credit Agreement, the
Guarantors are required to enter into this Guaranty.  This Guaranty shall amend and restate the terms of, and supercede
in its entirety, the Original Guaranty.  D.            Each Guarantor expects to derive
substantial benefit from the Credit Agreement and the transactions contemplated
thereby and, in furtherance thereof, has agreed to execute and deliver this
Guaranty.  Therefore, in
consideration of the Recitals, the terms and conditions herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Guarantors, the Borrower and the Bank hereby agree as
follows:  
   Section 1.               Defined
Terms  (a)           Capitalized terms used herein which
are not otherwise defined herein shall have the respective meanings ascribed
thereto in the Credit Agreement.  (b)           When used in this Guaranty, the
following capitalized terms shall have the respective meanings ascribed thereto
as follows: Borrower Obligations: all of the obligations and liabilities
of the Borrower under the Loan Documents, in each case whether direct, indirect
or contingent, incurred as primary obligor or otherwise, secured or unsecured,
now existing or hereafter arising, created, assumed, incurred or acquired, and
whether before or after the occurrence of any Insolvency Event, and (i) any
obligation or liability in respect of any breach of any representation or warranty
and in respect of any rights of redemption or rescission, and (ii) all
principal and interest (including all postpetition interest), funding
losses makewhole premiums, and all reasonable costs and expenses of the
Bank in enforcing, preserving and protecting any thereof, whether or not suit
is instituted and whether or not allowed as a claim in any proceeding arising
in connection with an Insolvency Event (as the same may be amended, increased,
modified, renewed, refinanced, refunded or extended from time to time).  Collateral: as defined in the Security Agreement.  Consideration: as of any date of determination and with
respect to each Guarantor, an amount equal to the lesser of (i) the total
value (within the meaning of Section 548 of the Bankruptcy Code as in effect
on the date hereof) given, directly or indirectly, to such Guarantor during the
period commencing on the date such Guarantor became a party to this Guaranty
and ending on such date of determination, in exchange for its execution and
delivery of this Guaranty, and (ii) the amount of fair consideration (within
the meaning of Article 10 of the New York Debtor Creditor Law as in effect on
the date hereof) given, directly or indirectly, to such Guarantor during the
period commencing on the date such Guarantor became a party to this Guaranty
and ending on such date of determination in exchange for its execution and
delivery of this Guaranty.  Guarantor Obligations: all of the obligations and liabilities
of the Guarantors hereunder, whether fixed, contingent, now existing or
hereafter arising, created, assumed, incurred or acquired.  Insolvency Event: any Event of Default under Sections 9.1(h)
or 9.1(i) of the Credit Agreement.  Net Worth: as of any date and with respect to each Guarantor,
the lesser of the following:  2 
   (a)           (i) all of such
Guarantors property, at a fair valuation (within the meaning of Section
101(32) of the Bankruptcy Code as in effect on the date hereof) on such date, minus
(ii) the sum of such Guarantors debts (within the meaning of Section 101(12)
of the Bankruptcy Code as in effect on the date hereof) on such date other than
such Guarantors liability hereunder, and  (b)           (i) the fair
salable value of the assets (within the meaning of Article 10 of the New York
Debtor Creditor Law as in effect on the date hereof) of such Guarantor on such
date, minus (ii) the amount that will be required to pay such
Guarantors probable liability on its existing debts as they become absolute
and matured (as such phrase would be construed under Article 10 of the New
York Debtor Creditor Law as in effect on the date hereof) on such date other
than such Guarantors liability hereunder.  Obligations: collectively, the Borrower Obligations and the
Guarantor Obligations.  Payment: the indefeasible payment in full in cash.  Subordinated Debt: all indebtedness for borrowed money and any
other obligations, contingent or otherwise, of the Borrower to any Guarantor,
all amounts, fees and expenses payable by the Borrower to any Guarantor in
respect thereof, in each case whether now existing or hereafter arising,
created, assumed, incurred or acquired.  Supplement: a Supplement to this Guaranty, duly completed, in
the form of Annex A hereto.  Section 2.               Guaranty  (a)           Subject to Section 2(b) hereof, each
Guarantor hereby absolutely, irrevocably and unconditionally guarantees the
full and prompt payment when due (whether at stated maturity, by acceleration,
by mandatory prepayment, by notice of intention to prepay or otherwise) of the
Borrower Obligations.  This Guaranty
constitutes a guaranty of payment and the Bank shall have no obligation to
enforce any Loan Document or exercise any right or remedy with respect to any
Collateral by any action, making or perfecting any claim against any Person or
any collateral security for any of the Borrower Obligations prior to being
entitled to the benefits of this Guaranty. 
The Guarantor Obligations shall be absolute, irrevocable, unconditional,
direct and primary and shall not be subject to any counterclaim, right of
set-off or defense whatsoever.  The Bank
may, at its option, proceed against the Guarantors, or any one or more of them,
in the first instance, to enforce the Guarantor Obligations without first
proceeding against the Borrower or any other Person, and without first
resorting to any other rights or  3 
   remedies, as the Bank may
deem advisable.  In furtherance hereof,
if the Bank is prevented by law from collecting or otherwise hindered from
collecting or otherwise enforcing any Borrower Obligation in accordance with
its terms, the Bank shall be entitled to receive hereunder from the Guarantors
after demand therefor, the sums which would have been otherwise due had such
collection or enforcement not been prevented or hindered.  (b)           Notwithstanding anything to the
contrary contained in this Guaranty, the maximum liability of each Guarantor
hereunder shall not, as of any date of determination, exceed the lesser of (i)
the highest amount that is valid and enforceable against such Guarantor under
principles of New York State contract law, and (ii) the sum of  all Consideration received by such Guarantor
as of such date of determination, plus 
95% of the Net Worth of such Guarantor on such date of determination.  (c)           Each Guarantor agrees that the
Guarantor Obligations may at any time and from time to time exceed the maximum
liability of such Guarantor hereunder without impairing this Guaranty or
affecting the rights and remedies of the Bank hereunder.  Section 3.               Absolute
Obligation  (a)           The Bank has made no representation
or warranty to any Guarantor with respect to the Borrower, its Subsidiaries,
any Loan Document, or any agreement, instrument or document executed or
delivered in connection therewith or any other matter whatsoever, and each
Guarantor shall be liable hereunder, and such liability shall not be affected
or impaired, irrespective of (i) the validity or enforceability of any Loan
Document, or any agreement, instrument or document executed or delivered in
connection therewith, or the collectability of any of the Borrower Obligations,
(ii) the preference or priority ranking with respect to any of the Borrower
Obligations, (iii) the existence, validity, enforceability or perfection of any
security interest or collateral security under any Loan Document, or the
release, exchange, substitution or loss or impairment of any such security
interest or collateral security, (iv) any failure, delay, neglect or omission
by the Bank to realize upon, enforce or protect any direct or indirect
collateral security, indebtedness, liability or obligation, any Loan Document,
or any agreement, instrument or document executed or delivered in connection therewith,
or any of the Borrower Obligations, (v) the existence or exercise of any right
of setoff by the Bank, (vi) the existence, validity or enforceability of
any other guaranty with respect to any of the Borrower Obligations, the
liability of any other Person in respect of any of the Borrower Obligations, or
the release of any such Person or any other guarantor of any of the Borrower
Obligations, (vii) any act or omission of the Bank in connection with the
administration of any Loan Document, or any of the Borrower Obligations, (viii)
the bankruptcy, insolvency, reorganization or receivership of, or any other
proceeding for the relief of debtors commenced by or against, any Person, (ix)
the disaffirmance or rejection, or the purported disaffirmance or purported
rejection, of any of the Borrower  4 
   Obligations, any Loan
Document, or any agreement, instrument or document executed or delivered in
connection therewith, in any bankruptcy, insolvency, reorganization or
receivership, or any other proceeding for the relief of debtor, relating to any
Person, (x) any law, regulation or decree now or hereafter in effect which
might in any manner affect any of the terms or provisions of any Loan Document,
or any agreement, instrument or document executed or delivered in connection
therewith or any of the Borrower Obligations, or which might cause or permit to
be invoked any alteration in the time, amount, manner or payment or performance
of any of the Borrower Obligations, (xi) the merger or consolidation of the
Borrower into or with any Person, (xii) the sale by the Borrower of all or any
part of its assets, (xiii) the fact that at any time and from time to time none
of the Borrower Obligations may be outstanding or owing to the Bank, (xiv) any
amendment or modification of, or supplement to, any Loan Document or (xv) any
other reason or circumstance which might otherwise constitute a defense
available to or a discharge of the Borrower in respect of the Borrower Obligations
or of such Guarantor in respect of any of the Guarantor Obligations (other than
by the performance in full thereof).  Section 4.               Grant
of Security Interest  To secure the
prompt and complete payment, observance and performance of the Guarantor
Obligations, each New Guarantor which owns
any Capital Stock of any other Subsidiary of the Borrower shall,
simultaneously with its execution and delivery of the Supplement to this
Guaranty, enter into a Supplement to the Security Agreement in the form
attached to the Security Agreement.  Section 5.               Representations
and Warranties  Each Guarantor
hereby represents and warrants to the Bank as follows:  (a)           Existence and Power. Such
Guarantor is duly organized and validly existing in good standing under the
laws of the jurisdiction of its incorporation and in each other jurisdiction in
which the failure to be qualified and in good standing could reasonably be
expected to have a Material Adverse Effect.  (b)           Authority and Execution. Such
Guarantor has full legal power and authority to own its Property, conduct its
business, and enter into, execute, deliver and perform the terms of this
Guaranty which has been duly authorized by all proper and necessary corporate
or other applicable action and are in full compliance with its Organizational
Documents.  Such Guarantor has duly
executed and delivered this Guaranty.  (c)           Binding Obligation. This
Guaranty constitutes the valid and binding obligation of such Guarantor,
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,  5 
   moratorium or similar laws related to or affecting the enforcement of
creditors rights generally.  (d)           Litigation.  There are no actions, suits or proceedings
at law or in equity or by or before any Governmental Authority (whether
purportedly on behalf of the Borrower) pending or threatened (in writing)
against such Guarantor or which may affect the property or rights of such
Guarantor, which (i) could reasonably be expected to have a Material Adverse
Effect, (ii) call into question the validity or enforceability of, or otherwise
seek to invalidate, any Loan Document or any Acquisition Document, (iii) might,
individually or in the aggregate, materially and adversely affect any of the
transactions contemplated by any Loan Document or any Acquisition Document, or
(iv) are not disclosed in any Loan Document.  (e)           Required Consents. No consent,
authorization or approval of, filing with, notice to, or exemption by,
stockholders or holders of any other equity interest, any Governmental
Authority or any other Person is required to authorize, or is required in
connection with the execution, delivery and performance of this Guaranty or is
required as a condition to the validity or enforceability of this Guaranty.  (f)            Absence of Defaults; No
Conflicting Agreements.  Such
Guarantor is not in default under any mortgage, indenture, contract or
agreement to which it is a party or by which it or any of its property is
bound, the effect of which default could reasonably be expected to have a
Material Adverse Effect.  The execution,
delivery or carrying out of the terms of this Guaranty will not constitute a
default under, or result in the creation or imposition of, or obligation to
create, any Lien upon any property of such Guarantor or result in a breach of
or require the mandatory repayment of or other acceleration of payment under or
pursuant to the terms of any such mortgage, indenture, contract or
agreement.  Such Guarantor is not in
default with respect to any judgment, order, writ, injunction, decree or
decision of any Governmental Authority which default could reasonably be
expected to have a Material Adverse Effect.  (g)           Compliance with Applicable Laws.  Such Guarantor is complying in all material
respects with all statutes, regulations, rules and orders of all Governmental
Authorities which are applicable to such Guarantor, a violation of which could
reasonably be expected to have a Material Adverse Effect.  (h)           Taxes.  Such Guarantor has filed all tax returns
required to be filed and has paid, or has made adequate provision for the
payment of, all taxes shown to be due and payable on said returns or in any
assessments made against it which would be material to such Guarantor, and no
tax Liens have been filed with respect thereto.  The charges, accruals and reserves on the books of such Guarantor
with respect to all taxes are, to the best knowledge of such Guarantor,
adequate for the payment of such taxes, and such Guarantor knows of no unpaid
assessment which is due and payable against such Guarantor or any claims being
asserted which could reasonably be expected to have a Material Adverse Effect.  6 
   (i)            Governmental Regulations.  Such Guarantor nor any Person controlled by,
controlling, or under common control with, such Guarantor, is not subject to
regulation under the Investment Company Act of 1940, as amended, or is subject
to any statute or regulation which prohibits or restricts the incurrence of
Indebtedness.  (j)            Environmental Matters.  To the best of such Guarantors knowledge:
(i) no Hazardous Substances have been generated or manufactured on, transported
to or from, treated at, stored at or discharged from any Real Property of such
Guarantor in material violation of any Environmental Laws; (ii) no Hazardous
Substances have been discharged into subsurface waters under any such Real
Property in material violation of any Environmental Laws; (iii) no Hazardous
Substances have been discharged from any such Real Property on or into property
or waters (including subsurface waters) adjacent to any such Real Property in
material violation of any Environmental Laws; and (iv) there are not now, nor
ever have been since the date of occupancy or ownership by such Guarantor
(whichever occurred first), on any such Real Property any underground or above
ground storage tanks regulated under any Environmental Laws. Such Guarantor (i)
has not received written notice or otherwise learned of any claim, demand,
suit, action, proceeding, event, condition, report, directive, Lien, violation,
non-compliance or investigation indicating or concerning any potential or
actual liability of such Guarantor (including, without limitation, potential
liability for enforcement, investigatory costs, cleanup costs, government
response costs, removal costs, remedial costs, natural resources damages,
property damages, personal injuries or penalties) arising in connection with:
(x) any noncompliance with or violation of the requirements of any
applicable Environmental Laws, or (y) the presence of any Hazardous Substance
on any such Real Property or the release or threatened release of any Hazardous
Substance into the environment, (ii) to the best of such Guarantors knowledge,
has no threatened or actual liability in connection with the presence of any
Hazardous Substance on any such Real Property or the release or threatened
release of any Hazardous Substance into the environment, (iii) has not received
written notice of any federal or state investigation evaluating whether any
remedial action is needed to respond to the presence of any Hazardous Substance
on any such Real Property or a release or threatened release of any Hazardous
Substance into the environment for which such Guarantor is or may be liable, or
(iv) has not received notice that such Guarantor is or may be liable to any
Person under any Environmental Law.  (k)           No Misrepresentation.  No representation or warranty contained in
this Guaranty and no certificate or report from time to time furnished by such
Guarantor in connection with the transactions contemplated hereby and thereby,
when taken as a whole, contains or will contain a misstatement of material
fact, or, to the best knowledge of such Guarantor, omits or will omit to state
a material fact required to be stated in order to make the statements therein
contained not misleading in the light of the circumstances under which made, provided
that any projections or proforma financial information contained
therein are based upon good faith estimates and assumptions believed by such
Guarantor to be reasonable at the time made, it being recognized by the Bank
that such  7 
   projections as to future
events are not to be viewed as facts, and that actual results during the period
or periods covered thereby may differ from the projected results.  (l)            Solvency. Such Guarantor (if
a Current Guarantor, both immediately before and after giving effect to this
Guaranty and to all Indebtedness incurred by the Borrower in connection
therewith, or, if an New Guarantor, immediately before and after giving effect
to the Supplement delivered by such New Guarantor pursuant to which it becomes
a party to this Guaranty) is Solvent.  Section 6.               Covenants  Each Guarantor
covenants with the Bank as follows:  (a)           Legal Existence.  Except as may otherwise be permitted by
Section 8.3 of the Credit Agreement, such Guarantor shall maintain its existence
in good standing in the jurisdiction of its formation and in each other
jurisdiction in which the failure so to do could reasonably be expected to have
a Material Adverse Effect.  (b)           Taxes. Such Guarantor shall
pay and discharge when due, all Taxes upon or with respect to such Guarantor
and all Taxes upon the income, profits and property of such Guarantor, which if
unpaid, could reasonably be expected to have a Material Adverse Effect or
become a Lien on property of such Guarantor (other than a Lien described in
clause (ii) of Section 8.2 of the Credit Agreement), unless and to the
extent only that such Taxes shall be contested in good faith and by appropriate
proceedings diligently conducted by such Guarantor and provided that any such
contested Tax, shall not constitute, or create, a Lien on any property of such
Guarantor senior to the Liens, if any, granted to the Bank by the Collateral
Documents on such property, and, provided further, that such Guarantor shall
give the Bank prompt notice of such contest and that such reserve or other
appropriate provision as shall be required in accordance with GAAP shall have
been made therefor.  (c)           Insurance. Such Guarantor
shall maintain with financially sound and reputable insurance companies
insurance in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption coverage) as are usually insured against in the same general area
by companies engaged in the same or a similar business; and furnish to the
Bank, upon written request, full information as to the insurance carried.  (d)           Performance of Obligations.
Such Guarantor shall pay and discharge when due all lawful Indebtedness,
obligations and claims for labor, materials and supplies or otherwise which, if
unpaid, might  have a Material Adverse
Effect, or  become a Lien upon property
of such Guarantor other than a Permitted Lien, unless and to the extent only
that the validity of such Indebtedness, obligation or claim shall be contested
in good faith and by appropriate proceedings diligently conducted and that any
such contested Indebtedness, obligations or claims shall not constitute, or
create, a Lien  8 
   on any property of such
Guarantor senior to the Lien, if any, granted to the Bank under the Collateral
Documents on such property, and provided that such Guarantor shall give the
Bank prompt notice of any such contest and that such reserve or other
appropriate provision as shall be required in accordance with GAAP shall have
been made therefor.  (e)           Condition of Property. Such
Guarantor shall at all times, maintain, protect and keep in good repair,
working order and condition (ordinary wear and tear excepted), all property
necessary and material to the operation of such Guarantors business.  (f)            Observance of Legal Requirements.
Such Guarantor shall observe and comply in all respects, with all laws,
ordinances, orders, judgments, rules, regulations, certifications, franchises,
permits, licenses, directions and requirements of all Governmental Authorities,
which now or at any time hereafter may be applicable to it, a violation of
which could reasonably be expected to have a Material Adverse Effect, except
such thereof as shall be contested in good faith and by appropriate proceedings
diligently conducted by it, provided that such Guarantor shall give the Bank
prompt notice of such contest and that such reserve or other appropriate
provision as shall be required in accordance with GAAP shall have been made
therefor.  (g)           Inspection of Property; Books and
Records; Discussions. Upon reasonable prior notice, such Guarantor shall
permit representatives of the Bank to visit the offices of such Guarantor
during normal business hours, to examine the books and records thereof and the
reports of independent accountants relating thereto, and to make copies or
extracts therefrom, to discuss the affairs of such Guarantor with the
respective officers thereof, and to examine and inspect the property of such
Guarantor and to meet and discuss the affairs of such Guarantor with the
Accountants.  (h)           Authorizations. Such Guarantor
shall maintain in full force and effect, all material licenses, franchises,
permits, licenses, authorizations and other rights as are necessary for the
conduct of its business.  Section 7.               Negative
Covenants  Each Guarantor
covenants with the Bank that it will not:  (a)           Indebtedness.  Create, incur, assume or suffer to exist any
liability for Indebtedness, except as permitted under Section 8.1 of the Credit
Agreement;  (b)           Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property (including, without limitation, Intellectual
Property, Licenses and Real Property), whether now owned or hereafter acquired,
except as permitted under Section 8.2 of the Credit Agreement;  9 
   (c)           Merger; Consolidations.  Consolidate with, be acquired by, merge into
or with any Person or enter into any binding agreement to do any of the foregoing
which is not contingent on obtaining the consent of the Bank, except as
permitted under Section 8.3 of the Credit Agreement;  (d)           Dispositions.  Except as permitted under Section 8.4 of the
Credit Agreement, make any Disposition;  (e)           Investments, Loans, Etc.
Except as permitted under Section 8.5 of the Credit Agreement, make any
Investment;  (f)            Restricted Payments. Except
as permitted under Section 8.6 of the Credit Agreement, make any Restricted
Payments;  (g)           Business and Name Changes.  Materially change the nature of the business
of such Guarantor from that conducted by immediately before such Guarantor
shall have become a party to this Guaranty;  (h)           Subsidiaries.  Except as permitted under Section 8.8 of the
Credit Agreement, create or acquire any Subsidiary;  (i)            Sale and Leaseback Transactions.  Enter into any Sale and Leaseback
Transaction;  (j)            Amendments, Etc. of Certain
Agreements.  Enter into or agree to
any amendment, modification or waiver of any term or condition of its
Organizational Documents in any way which would adversely affect the interests
of the Bank under any of the Loan Documents;  (k)           Transactions with Affiliates.
Become a party to any transaction with an Affiliate unless the board of
managers or board of directors of such Guarantor shall have determined that the
terms and conditions relating thereto are as favorable to such Guarantor as
those which would be obtainable at the time in a comparable armslength
transaction with a Person other than an Affiliate; or  (l)            Limitation on Negative Pledges.  Enter into any agreement, other than (i)
this Guaranty and (ii) purchase money mortgages or capital leases permitted by
this Agreement (in which cases, any prohibition or limitation shall only be
effective against the assets financed thereby), which prohibits or limits the
ability of such Guarantor to create, incur, assume or suffer to exist any Lien
upon any of its property or revenues, whether now owned or hereafter acquired.  10 
   Section 8.               Remedies  (a)           Upon the occurrence of an Event of
Default or at any time thereafter during the continuance thereof, the Bank may
exercise any and all rights and remedies under this Guaranty, the Credit
Agreement, the other Loan Documents, or otherwise allowed by law.  (b)           To the extent permitted by law, each
Guarantor hereby expressly waives and covenants not to assert any appraisement,
valuation, stay, extension, redemption or similar laws, now or at any time
hereafter in force, which might delay, prevent or otherwise impede the
performance or enforcement of this Guaranty.  Section 9.               Notices  All notices and
other communications provided for or otherwise required hereunder or in
connection herewith shall be given in the manner set forth in Section 10.2 of
the Credit Agreement, and with respect to the Borrower and the Bank to their
respective addresses set forth in the Credit Agreement, and with respect to
each Guarantor, to the address of such Guarantor set forth below its name on
the signature page hereto or the Supplement hereto, as the case may be.  Section 10.             Additional
Guarantors  Section 8.8 of the Credit Agreement requires, upon the terms and
conditions setforththerein, that
each Subsidiary of the Borrower that was not in existence on the Effective Date
enter into the Guaranty as an New Guarantor, except for any Foreign Subsidiary
that would incur adverse tax consequences by becoming a Guarantor
hereunder.  Upon execution and delivery
by the Bank and any such Subsidiary of a Supplement in the form of Annex A
hereto, such Subsidiary shall become a Guarantor hereunder with the same force
and effect as if originally named as a Guarantor herein.  The execution and delivery of such
Supplement shall not require the consent of any other Guarantor hereunder.  The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any New Guarantor as a party to this Guaranty.  Section 11.             Expenses  Each Guarantor
agrees that it shall, upon demand, pay to the Bank any and all reasonable
out-of-pocket sums, costs and expenses, which the Bank may pay or incur
defending, protecting or enforcing this Guaranty (whether suit is instituted or
not), reasonable attorneys fees and disbursements.  All sums, costs and expenses which are due and payable pursuant
to this Section shall bear interest, payable on demand, at the highest rate
then payable on the Guarantors Obligations.  11 
   Section 12.             Repayment
in Bankruptcy, etc.  If, at any time or
times subsequent to the payment of all or any part of the Guarantors
Obligations, the Bank shall be required to repay any amounts previously paid by
or on behalf of the Borrower or any Guarantor in reduction thereof by virtue of
an order of any court having jurisdiction, as a result of an adjudication that
such amounts constituted preferential payments or fraudulent conveyances, the
Guarantors unconditionally agree to pay to the Bank within 10 days after demand
a sum in cash equal to the amount of such repayment, together with interest on
such amount from the date of such repayment by the Bank to the date of payment
to the Bank at the applicable after-maturity rate set forth in the Credit
Agreement.  Section 13.             Subordination.  (a)           No payment of any nature whatsoever
due in respect of the Subordinated Debt payable to any Guarantor shall be made
unless and until the Payment of all of the Obligations and the termination of
the Credit Agreement.  (b)           Upon any bankruptcy, insolvency,
liquidation or reorganization of the Borrower, or upon the filing of a petition
in bankruptcy or commencement of any proceeding in bankruptcy against the
Borrower or upon any distribution of the assets of the Borrower or upon any
dissolution, winding up, liquidation or reorganization of the Borrower, whether
in bankruptcy, insolvency, reorganization, arrangement or receivership
proceedings, or upon any assignment for the benefit of creditors, or any other
marshalling of the assets and liabilities of the Borrower, or in the event any
of the Subordinated Debt shall for any reason become or be declared due and
payable or otherwise:  (i)            the Bank shall
first be entitled to receive Payment of all of the Obligations (whenever
arising) before any Guarantor shall be entitled to receive any payment on
account of the Subordinated Debt;  (ii)           any payment by, or
distribution of the assets of, the Borrower of any kind or character, whether
in cash, property or securities, to which any Guarantor would be entitled except
for the provisions of this Guaranty, in connection with the Subordinated Debt,
shall be paid or delivered by the Person making such payment or distribution
(whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee
or otherwise) directly to the Bank to the extent necessary to make Payment of
all of the Obligations remaining unpaid, after giving effect to any concurrent
payment or distribution (or provision therefor) in cash to the Bank;  (iii)          No Guarantor shall
ask, demand by legal proceedings or otherwise, or take or receive from the
Borrower, by set-off, counterclaim or in any  12 
   other manner, any
payment or distribution on account of the Subordinated Debt other than as
expressly permitted hereunder; and  (iv)          Each Guarantor
agrees to declare the Subordinated Debt to be due and payable and, at least 30
days before the time required by applicable law or rule, to file proof of claim
therefor, in default of which the Bank is hereby irrevocably authorized so to
declare and file in order to effectuate the provisions hereof.  Notwithstanding
the foregoing, in the event that any payment by, or distribution of the assets
of, the Borrower of any kind or character prohibited hereby, whether in cash,
property or securities, shall for any reason be received by any Guarantor in
respect of the Subordinated Debt, such payment or distribution shall be held in
trust for the benefit of the Bank, and shall be immediately paid over to the
Bank, to the extent necessary to make Payment of all of the Obligations
remaining unpaid, after giving effect to any concurrent payment or distribution
(or provision therefor) in cash to the Bank.  (c)           Without the prior written consent of
the Bank, the Borrower will not give, and no Guarantor will receive or accept,
any collateral of any nature whatsoever for the Subordinated Debt on any
Property or assets, whether now existing or hereafter acquired, of the
Borrower.  (d)           Nothing contained in this Guaranty is
intended to or shall impair, as between and among the Borrower, its creditors
(other than the holders of the Obligations) and any Guarantor, the obligation
of the Borrower to make Payment to such Guarantor of any amount due in respect
of the Subordinated Debt as and when the same shall become due and payable in
accordance with the terms thereof, or affect the relative rights of the
Guarantors and the creditors of the Guarantors (other than the holders of the
Obligations), in each case subject to the rights of the holders of the
Obligations under this Guaranty.  (e)           Unless and until Payment of all of
the Obligations has occurred and the termination of the Credit Agreement, each
Guarantor agrees not to declare any part of the Subordinated Debt to be due and
payable or exercise any of the rights or remedies which it may have, or bring
(in its capacity as holder of the Subordinated Debt), or join with any other
creditor in instituting, any proceedings against the Borrower under any
bankruptcy, insolvency, reorganization, arrangement, receivership or other
similar law, unless the Obligations shall have been declared immediately due
and payable or, in the case of the institution of any such proceedings, the
Bank shall have joined in the institution thereof or expressly consented
thereto in writing.  In the event that
the Bank shall have so declared the Obligations immediately due and payable,
each Guarantor agrees to declare the Subordinated Debt then due to be due and
payable, provided, however, if the Bank shall rescind any such declaration,
each Guarantor shall automatically be deemed to have rescinded its declaration.  13 
   (f)            No Guarantor shall sell, assign,
transfer or otherwise dispose of all or any part of the Subordinated Debt
without having first obtained the prior written consent of the Bank.  (g)           The Borrower agrees that it will not
make any payment of any of the Subordinated Debt, or take any other action, in
contravention of the provisions of this Guaranty.  Section 14.             Miscellaneous  (a)           Except as otherwise expressly
provided in this Guaranty, each Guarantor hereby waives presentment, demand for
payment, notice of default, nonperformance and dishonor, protest and notice of
protest of or in respect of this Guaranty, the other Loan Documents and the
Borrower Obligations, notice of acceptance of this Guaranty and reliance
hereupon by the Bank and the incurrence of any of the Borrower Obligations,
notice of any sale of collateral security or any default of any sort.  (b)           No Guarantor is relying upon the Bank
to provide to such Guarantor any information concerning the Borrower or any
other Subsidiary, and each Guarantor has made arrangements satisfactory to such
Guarantor to obtain from the Borrower on a continuing basis such information
concerning the Borrower and its Subsidiaries as such Guarantor may desire.  (c)           Each Guarantor authorizes the Bank,
without notice or demand and without affecting or impairing the obligations of
any Guarantor, from time to time to (i) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms of the Obligations, or any part thereof, to increase or decrease the rate
of interest thereon or the principal amount thereof; (ii) take or hold security
for the payment of the Obligations and exchange, enforce, foreclose upon, waive
and release any such security; (iii) apply such security and direct the order
or manner of sale thereof as the Bank, in its sole discretion, may determine;
(iv) release and substitute one or more endorsers, warrantors, borrowers or
other obligors; and (v) exercise or refrain from exercising any rights against
the Guarantors or any other Person.  (d)           Each Guarantor agrees that the
provisions of this Guaranty shall be applicable to the Obligations whenever the
same may arise and notwithstanding the fact that no Obligations may be
outstanding from time to time and may have paid down to zero at any time or
from time to time, it being understood that the Credit Agreement permits the
Borrower to borrow, repay and reborrow from time to time subject to the terms
and conditions thereof.  (e)           All rights and interests of the Bank
hereunder, and all agreements and obligations of the Borrower and the
Guarantors under this Guaranty, shall remain in full force and effect
irrespective of (i) any lack of validity or enforceability of any of the Loan
Documents; (ii) any change in the time, manner or place of payment of, or any  14 
   other term of, all or any
of the Obligations, or any other amendment or waiver of or any consent to
departure from any of the Obligations; (iii) any exchange, release or
non-perfection of the Collateral, or any release or amendment or waiver of or
consent to or departure from any guaranty, for all or any of the Obligations;
or (iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Guarantors in respect of the Obligations
or this Guaranty.  This Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Obligations is rescinded or must otherwise be
returned by the Bank upon the insolvency, bankruptcy or reorganization of the
Borrower or otherwise, all as though such payment had not been made.  (f)            Each Guarantor agrees that any
statement of account with respect to the Borrower Obligations from the Bank to
the Borrower which binds the Borrower shall also be binding upon such
Guarantor, and that copies of said statements of account maintained in the
regular course of the Banks business may be used in evidence against such
Guarantor in order to establish its Guarantor Obligations.  (g)           Each Guarantor acknowledges that it
has received a copy of the Loan Documents and has approved of the same.  In addition, such Guarantor acknowledges
having read each Loan Document and having had the advice of counsel in
connection with all matters concerning its execution and delivery of this
Guaranty.  (h)           No Guarantor may assign any right, or
delegate any duty, it may have under this Guaranty.  (i)            Subject to the limitations set forth
in Section 2(b), the Guarantor Obligations shall be joint and several.  (j)            This Guaranty is the Guarantyunder,
and as such term is defined in, the Credit Agreement, and is subject to, and
should be construed in accordance with, the provisions thereof.  Each of the Bank, the Guarantors and the
Borrower acknowledges that certain provisions of the Credit Agreement, Sections
1.2 (Principles of Construction), 3.9 (Taxes), 10.1 (Amendments and Waivers),
10.3 (No Waiver; Cumulative Remedies), 10.4 (Survival of Representations and
Warranties and Certain Obligations), 10.7 (Counterparts), 10.9 (Construction),
10.10 (Governing Law), 10.11 (Headings Descriptive), 10.12 (Severability),
10.13 (Integration), 10.14 (Consent to Jurisdiction), 10.15 (Service of
Process), 10.16 (No Limitation on Service or Suit) and 10.17 (WAIVER OF TRIAL
BY JURY) thereof, are made applicable to this Guaranty and all such provisions
are incorporated by reference herein as if fully set forth herein.  [THE REMAINDER OF THIS
PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]  15 
   IN EVIDENCE of the
agreement by the parties hereto to the terms and conditions herein contained,
each such party has caused this Amended and Restated Subsidiary Guaranty to be
duly executed on its behalf.  MG (BERMUDA) LTD.By:
  /s/ John A. PiontkowskiName:
  John A. PiontkowskiTitle:
  Vice PresidentAddress:208 Harbor DriveStamford, CT 06912Attention:
  Karen SpadaroPhone:
  (203) 973-6995Facsimile:
  (203) 973-6960  META GROUP AUSTRALIA
  HOLDINGS PTY. LIMITEDBy:
  /s/ Paul VenturaName:
  Paul VenturaTitle:
  Managing DirectorAddress:C/-Level 8171 Clarence StreetSydney NSW 2000Attention:
  Paul VenturaPhone:
  +61-2-9290-8602Facsimile:
  +61-2-9290-8686  16 
   META GROUP SINGAPORE PTE LIMITEDBy:
  /s/ Paul VenturaName:
  Paul VenturaTitle:
  Managing DirectorAddress:C/-133 Cecil Street
  #17-01Keck Seng TowerSingapore 069535Attention:
  Paul VenturaPhone:
  +65-324-5071Facsimile:
  +65-324-6529  1422722 ONTARIO INC.By:
  /s/ Dave LacyName:
  Dave LacyTitle:
  Chief Executive OfficerAddress:505 Consumers Road 
  Suite 1001Toronto, Ontario,
  Canada, M2J 4V8Attention:
  Dave LacyPhone:
  416-790-4201Facsimile:
  416-492-8967  17 
   ABUNDANT
  STRATEGY SDN. BHD.By:
  /s/ Paul VenturaName:
  Paul VenturaTitle:
  Managing DirectorAddress:C/-133 Cecil Street
  #17-01Keck Seng TowerSingapore 069535Attention:
  Paul VenturaPhone:
  +65-324-5071Facsimile:
  +65-324-6529  18 
   META GROUP, INC.By:
  /s/ John A. PiontkowskiName:
  John A. PiontkowskiTitle:
  Senior Vice President
  and Chief Financial OfficerTHE BANK OF NEW YORKBy:
  /s/ Mark J. SicinskiMark J. Sicinski,Vice President  19 
   ANNEX A  FORM OF SUPPLEMENT TO GUARANTY   SUPPLEMENT, dated
as of                    , 200   , made by                   , a                      corporation (the New Guarantor) to
the Amended and Restated Subsidiary Guaranty, dated as of November 5, 2001 (as
the same may be amended, supplemented or otherwise modified from time to time,
the Guaranty), by and among each Guarantor party thereto, META GROUP,
INC. (the Borrower) and THE BANK OF NEW YORK (the Bank) under
the Credit Agreement referred to below.  1.             Reference is made to the Amended
and Restated Credit Agreement, dated as of November 5, 2001, by and between the
Borrower and the Bank (as the same may be amended, supplemented or otherwise
modified from time to time, the Credit Agreement).  2.             Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Guaranty and the Credit Agreement.  3.             The Guarantors and the Borrower
have entered into the Guaranty in order to induce the Bank to enter into the
Credit Agreement and make the Loans and issue the Letters of Credit.  4.             The New Guarantor is executing this
Supplement in accordance with the requirements of the Credit Agreement and the
Guaranty, to become a Guarantor under the Guaranty in order to induce the Bank
to make additional Loans and issue additional Letters of Credit and as consideration
for Loans previously made and Letters of Credit previously issued.  Accordingly, the
Bank and the New Guarantor agree as follows:  (a)           In accordance with Section 10 of the
Guaranty, by signing this Supplement and delivering such other documents required
by the Credit Agreement, the New Guarantor becomes a Guarantor under the
Guaranty with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby agrees to all the terms and provisions
of the Guaranty applicable to it as a Guarantor thereunder.  (b)           The New Guarantor hereby makes all of
the representations and warranties made by the Guarantors in Section 5 of the
Guaranty, which provisions are hereby incorporated herein by reference.  
   (c)           Except as expressly
supplemented hereby, the Guaranty shall remain in full force and effect.  (d)       This Supplement shall be
governed by and construed in accordance with the laws of the State of New York
without regard to conflicts of laws rules.  (e)       Every provision of this
Supplement is intended to be severable, and if any term or provision hereof
shall be invalid, illegal or unenforceable for any reason, the validity,
legality and enforceability of the remaining provisions hereof or thereof shall
not be affected or impaired thereby, and any invalidity, illegality or
unenforceability in any jurisdiction shall not affect the validity, legality or
enforceability of any such term or provision in any other jurisdiction.  (f)        The New Guarantor
agrees to reimburse the Bank for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel to the Bank.  (g)       This Supplement may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
instrument.  This Supplement shall
become effective when the Bank shall have received counterparts of this
Supplement duly executed by the New Guarantor.  ii 
   The New Guarantor and the Bank have duly executed this
Supplement to the Guaranty as of the day and year first above written.  [NEW GUARANTOR]By:Name:Title:Address:Attention:Phone:Facsimile:  Accepted:THE BANK OF NEW YORKBy:Name:Title:  iii